SANTA CLARA, Calif. and
BOSTON, Jan. 4, 2021 /PRNewswire/ -- SVB Financial Group
("SVB") (NASDAQ: SIVB), the parent of Silicon Valley Bank, the bank
of the world's most innovative companies and their investors, and
Boston Private Financial Holdings, Inc. ("Boston Private")(NASDAQ:
BPFH), the parent company of Boston Private Bank & Trust
Company, a leading provider of integrated wealth management, trust
and banking services to individuals, families, businesses and
nonprofits, today announced that they have entered into a
definitive merger agreement pursuant to which SVB will acquire
Boston Private. Combined private bank and wealth management assets
under management would be $17.7
billion, based on 9/30/20
figures.
Under the terms of the merger agreement, Boston Private
shareholders will receive 0.0228 shares of SVB common stock and
$2.10 of cash for each Boston Private
share they own, representing a total consideration value of
approximately $900 million based on
SVB's closing stock price of $387.83
on December 31, 2020.
SVB's vision is to be the premier financial partner for the
innovation economy, providing companies, entrepreneurs and their
investors the services they need to succeed via four core
businesses: commercial banking, investment banking, private banking
and wealth management and fund management. The acquisition of
Boston Private accelerates SVB's private bank and wealth management
offering, strengthening SVB's overall platform and ability to fully
meet the financial needs of its clients.
"Our clients rely on us to help increase the probability of
their success – both in their business and personal lives," said
Greg Becker, President and CEO of
SVB Financial Group. "Boston Private's experienced and
well-regarded team, robust service offering, and advanced
technology platform will significantly bolster our private bank and
wealth management capabilities and enhance our ability to offer
products and services tailored to the needs of founders, executives
and investors."
Boston Private provides a full spectrum of wealth, trust, and
private banking services dedicated to helping clients simplify and
strengthen their financial positions. With Boston Private's product
suite and recently redesigned technology platform, SVB can expand
its existing wealth management solutions, which include complex
strategies to manage concentrated stock positions, to add tax
planning, trust services, philanthropy and estate planning, while
offering a significantly improved digital client experience. Boston
Private's clients will benefit from greater access to investment
opportunities and participation in the innovation economy, as well
as the power of SVB's large balance sheet to support their
borrowing needs.
"Together, SVB and Boston Private will be well-positioned to
grow and scale our business, leveraging SVB's deep client
relationships and broad reach across the innovation economy to
capture a greater share of the wealth management market," said
Anthony DeChellis, CEO of Boston
Private. "We look forward to working together to support our
clients as they pursue the goals they have for their businesses,
families and legacies."
SVB and Boston Private currently serve clients in complementary
major metropolitan markets with an approach that has earned both
firms industry-leading Net Promoter Scores.
Timing and Approvals
The transaction has been unanimously approved by both companies'
Boards of Directors and is expected to close in mid-2021, subject
to the satisfaction of customary closing conditions, including
receipt of customary regulatory approvals and approval by the
shareholders of Boston Private.
Advisors
Goldman Sachs & Co. LLC acted as financial advisor to SVB in
the transaction. Sullivan & Cromwell LLP served as legal
counsel to SVB. Morgan Stanley & Co. LLC acted as financial
advisor to Boston Private and Wachtell, Lipton, Rosen & Katz
served as legal counsel.
Investor Conference Call Details
SVB has filed an 8-K with the SEC containing a copy of an investor
presentation deck, which will also be posted on the Investor
Relations section of its website at svb.com. The company will hold
an investor call at 2:45 p.m. Pacific
Time today to discuss the announcement.
Dial-in information: (888) 424-8151 or (847) 585-4422,
Confirmation 9380 690
Webcast and slides: Access a webcast of the call
with accompanying slides here or via SVB's investor relations
website at http://ir.svb.com
Replay: A replay of the call will be available at
http://ir.svb.com for 12 months.
About SVB Financial Group
For more than 35 years, SVB Financial Group (NASDAQ:
SIVB) and its subsidiaries have helped innovative companies and
their investors move bold ideas forward, fast. SVB Financial
Group's businesses, including Silicon Valley Bank, offer
commercial and private banking, asset management, private wealth
management, brokerage and investment services and funds management
services to companies in the technology, life science and
healthcare, private equity and venture capital, and premium wine
industries. Headquartered in Santa Clara, California, SVB
Financial Group operates in centers of innovation around the
world. Learn more at svb.com.
SVB Financial Group is the holding company for all
business units and groups © 2021 SVB Financial Group. All
rights reserved. SVB, SVB FINANCIAL GROUP, SILICON VALLEY
BANK, MAKE NEXT HAPPEN NOW and the chevron device are trademarks
of SVB Financial Group, used under license. Silicon
Valley Bank is a member of the FDIC and
the Federal Reserve System. Silicon Valley Bank is
the California bank subsidiary of SVB Financial
Group. [SIVB-F]
About Boston Private
Boston Private is a leading provider of integrated wealth
management, trust and banking services to individuals, families,
businesses and nonprofits. For more than 30 years, Boston Private
has delivered comprehensive advice coupled with deep technical
expertise to help clients simplify their lives and achieve their
goals. The firm offers the capabilities of a large institution with
the superior service of a boutique firm to clients across
the United States. Boston Private
is the corporate brand of Boston Private Financial Holdings, Inc.
(NASDAQ: BPFH). For more information, visit
www.bostonprivate.com.
Forward-Looking Statements
This communication contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
including but not limited to SVB's and/or Boston Private's
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate,"
"intend," "target," "estimate," "continue," "positions,"
"prospects" or "potential," by future conditional verbs such as
"will," "would," "should," "could" or "may", or by variations of
such words or by similar expressions. These forward-looking
statements are subject to numerous assumptions, risks and
uncertainties, which change over time. Forward-looking statements
speak only as of the date they are made and we assume no duty to
update forward-looking statements. Actual results may differ
materially from current projections. In addition to factors
previously disclosed in SVB's and Boston Private's reports filed
with the U.S. Securities and Exchange Commission (the "SEC") and
those identified elsewhere in this document, the following factors,
among others, could cause actual results to differ materially from
forward-looking statements or historical performance: ability to
obtain regulatory approvals and meet other closing conditions to
the merger, including approval by Boston Private's shareholders on
the expected terms and schedule; delay in closing the merger; the
outcome of any legal proceedings that may be instituted against SVB
or Boston Private; the occurrence of any event, change or other
circumstance that could give rise to the right of one or both
parties to terminate the merger agreement providing for the merger;
difficulties and delays in integrating Boston Private's business or
fully realizing cost savings and other benefits; business
disruption following the merger; changes in asset quality and
credit risk; the inability to sustain revenue and earnings growth;
the inability to retain existing Boston Private clients; the
inability to retain Boston Private employees; changes in interest
rates and capital markets; inflation; customer borrowing,
repayment, investment and deposit practices; customer
disintermediation; the introduction, withdrawal, success and timing
of business initiatives; competitive conditions; the inability to
realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions and
divestitures; economic conditions; the impact, extent and timing of
technological changes, capital management activities, and other
actions of the Federal Reserve Board and legislative and regulatory
actions and reforms; and the impact of the global COVID-19 pandemic
on SVB's and/or Boston Private's businesses, the ability to
complete the proposed merger and/or any of the other foregoing
risks. Annualized, pro forma, projected and estimated numbers are
used for illustrative purpose only, are not forecasts and may not
reflect actual results.
Important Additional Information and Where to Find
It
In connection with the proposed merger, SVB will file
with the SEC a Registration Statement on Form S-4 that will include
a Proxy Statement of Boston Private and a Prospectus of SVB, as
well as other relevant documents concerning the proposed
transaction. The proposed merger involving Boston Private and SVB
will be submitted to Boston Private's shareholders for their
consideration. This communication does not constitute an
offer to sell or the solicitation of an offer to buy any securities
or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
INVESTORS AND SHAREHOLDERS OF BOSTON PRIVATE ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING
THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the Proxy Statement/Prospectus, as well as other
filings containing information about SVB and Boston Private, may be
obtained at the SEC's Internet site (http://www.sec.gov). Copies of
documents filed with the SEC by SVB will be made available free of
charge on SVB's website at http://ir.svb.com or by contacting SVB's
Investor Relations department at 408.654.7400; 3005 Tasman Drive,
Santa Clara, CA 95054; or
ir@svb.com. Copies of documents filed with the SEC by Boston
Private will be made available free of charge on Boston Private's
website at http://ir.bostonprivate.com or by contacting Boston
Private's Investor Relations department at 617.912.4386; 10 Post
Office Square, Boston, MA 02109;
or abromley@bostonprivate.com.
Participants in the Solicitation
SVB, Boston Private
and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies
from the shareholders of Boston Private in connection with the
proposed merger. Information about the directors and executive
officers of SVB is set forth in the proxy statement for SVB's 2020
Annual Meeting of Stockholders, which was filed with the SEC on
March 9, 2020, and other documents
filed by SVB with the SEC. Information about the directors and
executive officers of Boston Private is set forth in the proxy
statement for Boston Private's 2020 Annual Meeting of Shareholders,
which was filed with the SEC on March 16,
2020, and other documents filed by Boston Private with the
SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the Proxy
Statement/Prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
Investor Contacts:
Meghan
O'Leary
Investor Relations
SVB Financial Group
moleary@svb.com
Adam Bromley
Investor Relations
Boston Private
abromley@bostonprivate.com
Media Contacts:
Eileen
Nolan
Public Relations
SVB Financial Group
enolan@svb.com
Brian Schaffer
Prosek Partners for SVB Financial Group
bschaffer@prosek.com
Lucy Muscarella
Public Relations
Boston Private
lmuscarella@bostonprivate.com
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SOURCE Silicon Valley Bank